With My Dying Breath
by XxKitsunexX
Summary: When Orochimaru is dying, he decides to remember a heated night shared with a certain Uchiha... Yaoi. ItaOro.


**With My Dying Breath**

**Summary: Basically a for-the-hell-of-it dedication oneshot. Dedicated to Kakashis-First-Kiss and Wondering What Breakfast Is. Meh first attempt at Yaoi… Bleh, probably sucked…Pouts But I tried! Based off of the phrase, "If I had to choose between breathing and loving you, I would use my last breath to say I love you." Lolz, butt-secks!**

_Italics is the present time_

Regular type is the flashback

XOXO is a change in POV or scene.

**Me dun own Naruto…However I Pwn, just not Naruto.**

_As the sky above him turned a stormy gray, the rain following soon after, chasing the dirt and blood off of his face. Laying sprawled, beaten, and bloody at the base of the cliff in extreme proximity to the bodies of his fallen comrades. Kabuto even in death, had stayed right by his side. Orochimaru was sure of one thing, he was dying._

_His eyelids fluttered closed, not for the last time but to ignore his pain and reminisce about better days._

XOXO

Like most things having to do with any sort of a romantic anything in the group Akatsuki, it all started with a bet.

Orochimaru, along with everybody in the room turned to watch as the Uchiha stalked through the hallway, in his half-mesh shirt and ninja pants. He probably wasn't looking for the same reasons the other members were.

They were looking because Itachi was a mystery to everyone, never talked, never socialized, always seemed distant and cold. He was looking because even though nobody knew it, he was smitten. The Uchiha was the hot new prospect, but still modestly out of his league, and most likely asexual or straight.

Everybody noticed Orochimaru staring at the empty hallway, especially Sasori, who, realizing the situation almost immediately, allowed a smirk to cross his face. "Who wants to make a bet?"

XOXO

The look on his face should have turned me away from the idea completely, but for some reason, my lips moved before I could think. "Yes." A few voices, including Kisame, Zetsu, and Hidan, chorused after me. Sasori smirked wider, "I bet Orochimaru couldn't bed the Uchiha tonight."

Dead silence filled the room, taking my nerves to a spiked level. My hands twitched slightly from realization, Sasori knew. Damnit. To save some face, I quickly added, "I bet I could." Everybody threw their two cents in… And everyone bet against me.

Striving to prove myself, I quickly nodded my approval to the bet and stalked down the hallway to Itachi's room.

I knocked only once on the door, hearing soon after it muffled sounds of footfalls. When the door opened, my nerves stole my breath from me. "Hn?" I knew I couldn't wait, I had to make my move now or I would never get the nerve to do it again! I swiftly grabbed the back of his head, with little resistance from him, and pressed my lips to his.

He was definitely unresponsive, refusing to return my kiss, I started to grow more fearful, afraid he would maim me for trying this or something. Suddenly he grabbed me by the back of my neck and twisted around, never breaking the kiss once, and swung me into his room, quickly slamming and locking the door behind him.

Shocked to say the least, I froze. This wasn't even a minor setback for Itachi however because he pounced on me hungrily, shoving me back onto the bed, straddling my hips, and sprawling me out. Heatedly moving his mouth over mine I finally snapped back into reality and just as quickly started trying to reign in and take control of the situation.

Yeah, definitely on my list of things that just weren't happening, since when I tried he slammed my hands down on either side of my head causing me to flinch away from him and just simply break for air.

Panting heavily from the intensity of the kiss, I had turned my head to the right, unknowingly allotting him full access to my neck. Yet another thing I would regret later I knew as he set in on my neck, eliciting a moan from me, somewhat unwillingly. I felt him smirk slightly against my neck and he continued sucking and nipping his way down to my collarbone.

I tried again, weaker this time though to push things more my direction, trying to win this bet. Itachi wasn't having any of that though, growling and biting down hard enough to bring a bit of blood to the surface on my neck. I gasped, a small whine of complaint rising from my throat. He seemed slightly surprised that I would make such a submissive animalistic noise and backed his head away to stare at me.

My face had probably gathered a peach colored tint by now, my mouth hung open slightly from panting, and my eyes were already half-lidded. I had to admit to myself even that I looked more submissive than I should have.

His lips curled upward slightly at the corners, a microscopic smile but a joking one. He lowered his head back down to my neck, apologetically licking the blood off. I was still mildly in a state of shock that I wasn't on top so…

He pulled back again, pulling of all of our clothes. It was sudden so I naturally shied away, gasping from the sudden changes. …Heh, at least I wasn't the only one with a hard on. Then I realized where my vision had gone and tore my eyes away from it. He dipped his head down to my lips, tracing his tongue along my lower lip, drawing out a low moan, and a building heat between us. Suddenly, he did a complete 180, holding my hands to either side of my head and thrusting his tongue into my mouth.

I decided I would fight fair, after all, it wasn't like the position I was in was too terrible anyways… Battling his tongue for dominance, it was a very short fight, and he won. Roaming my mouth and massaging my tongue with his own, it seemed that I was moaning a lot now, he had pulled back from my mouth but left me no chance to explore his. He rolled my lower lip pleasurably between his teeth before pulling away to stare at me again.

This time I wasn't the only one with half lidded eyes and sex flush. He was even sexier when he was in a state of lust. He had his hands placed on either side of my head and he was panting a bit from the force of the kiss. I snatched at what I could see at the moment as the perfect opportunity.

I quickly slid off his hair tie, allowing his hair to mix with mine in a swirl of ebony, somewhat shocking him , but allowing me an intoxicating view. He started nipping at my collarbone again, as my mouth dropped open a little to gasp, he silenced it with his fingers.

I gasped around his fingers while he slightly pushed them a little farther back, almost gagging me. "Suck. Now." I obeyed, tasting something sweet and spicy on the tips of his fingers, coating each tentatively with all the saliva I could muster up.

When he pulled them out, I felt my stomach knot in a sense of dread, a chill ran down my spine. Reassuringly as he spread my legs he assured, "Relax, It won't hurt as much." I tried to comply as best as I could but when he slid the first finger in I tried to squirm away from it. He wasn't having any of that however, and gripped my hip, pressing it down to almost the point of pain.

I gasped a bit as the next finger went in, wincing as he scissor them. All of a sudden, as if on a whim, he slammed a third finger in. Hard. I cried out in pain, until he slid his hand over my mouth. He whispered darkly, "If you want them to think you're bedding me, you're going to have to be quiet." I gasped out, "You knew?" "Of course."

He had me confused now, why? If he knew he could have refused. He could have said no! But why didn't he? He- "You're making a sexy face, what are you thinking about?" He started curling his fingers around, searching for my prostate, while I attempted to reply. "I was trying to figure, nnn, out why you would… Aah!" I closed my eyes and tilted my head back nearly writhing in the waves of pleasure rolling through me.

"Found it." He stated. "Nnnn- No, ah, duh." He kept right on hitting my prostate, the wave causing that oh-so-wonderful feeling down in the pit of my stomach. I couldn't help it, I moaned loudly, grabbing the sheets by my head. My erection twitched, I was almost there…. And he pulled out.

I almost flipped out, right there. How dare he pull out, uhn, it hurt, throbbing painfully. He knew I was close didn't he? When I opened my mouth to begin either telling him off or begging him to go back in, he slammed his mouth back on mine. Suddenly, I felt him start prodding at my entrance, I felt a sense of relief almost as he slowly pushed in, stretching a bit beyond comfort, but distracting me with his mouth.

I moaned into his mouth as that burning heat started up again, flaring when he started moving. Slowly at first, he made sure to only stimulate me on the sheer friction alone, but it was doing wonders… If you preferred slow, torturous movements. I needed more friction, I bucked my hips, trying to at least get him to move a little faster.

He only stopped moving and looked down at me, keeping his hands on either side of my head. Smirking down at me, he asked, "Did you want something?" Oh god he was going to take _that_ route. If even possible, I blushed more but kept my eyes locked on his. "Nnngh, I need…Ah!" He had grabbed my manhood and painfully gripped it.

"Release." He whispered. "You need release, don't you Orochimaru?" "Nnn…Nnn…Yes…"

XOXO

_Orochimaru snapped out of his reverie, wincing as he noticed a familiar throbbing pain in his "Nether-region". "Great, first I was going to die, now I'm going to die with a hard-on."_

_Orochimaru sighed as he struggled to move his arm so he could roll himself over to die in dignity, until he heard a dark laugh from overhead. Squinting his eyes at the now falling rain, he struggled to see overhead, but all he saw was a dark form. When the dark form knelt down, he saw sharingan eyes beckoning to him._

"_Itachi?" "Look at you, you're a mess… Come on, I'll help you." What Orochimaru really heard was, "Let's get you out of here." Itachi picked him up, and as Orochimaru saw the spots dim his vision, he drew one last shuddering breath to say, _

"_I…Love you."_

**A/N: I somewhat despise happy endings, but I thought it was a little emo there for a while. Tried to throw a little humor in it to balance it out. (For the Oro fan girls)**

**He might only be knocked out…. Only time and surplus of infective inspiration will tell! OH! Sorry Itachi went OOC at the end T-T…**


End file.
